Orange S.A. - Tender Offer 2024 (XS/FR) - Launch (Update)

Orange issues 700 million euros of hybrid notes (and Tender Launch of FR0013413887 - XS1115498260)

28 MARCH 2024

Full announcement including disclosures and disclaimers, available via Orange

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"NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Orange S.A. (the Company) successfully priced the issuance of €700 million undated deeply subordinated fixed to reset rate notes with a first call date as of 15 December 2030 and with a fixed coupon of 4.50% until the first reset date (the New Notes).

The New Notes are intended to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody's / Fitch) and an equity content of 50%.

The Company also launched today a tender offer (the Tender Offer) to repurchase:

• its €1 billion Undated 6 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 15 April 2025 and admitted to trading on Euronext Paris (ISIN FR0013413887) (of which €1 billion is currently outstanding) (the NC 2025 Existing Notes); and

• its €1.25 billion Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 1st October 2026 and admitted to trading on Euronext Paris (ISIN XS1115498260) (of which €1.25 billion is currently outstanding) (the NC 2026 Existing Notes and, together with the NC 2025 Existing Notes, the Existing Notes),

up to a maximum acceptance amount which will not exceed €700,000,000. Besides the Company has decided to set the Series Maximum Acceptance Amount with respect to NC 2025 Existing Notes at €550,000,000 and with respect to NC 2026 Existing Notes, at €150,000,000. 

The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's hybrid portfolio. The Tender Offer also provides qualifying holders with the opportunity to sell their Existing Notes ahead of their respective upcoming first reset date and allows them to apply for priority in the allocation of the New Notes."

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Orange intends to issue a new series of Euro-denominated hybrid notes and to launch a tender offer on some of its outstanding hybrid notes - FR0013413887 - XS1115498260

27 MARCH 2024

Full announcement including disclosures and disclaimers, available via Orange

"NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA

Orange S.A. (the Company) is today announcing its intention to issue Euro denominated undated deeply subordinated fixed to reset rate notes with a first call date as of 15 December 2030 (the New Notes).The pricing of the New Notes is expected to be announced later today. The New Notes are intended to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody's / Fitch) and an equity content of 50%.The Company is also launching a tender offer (the Tender Offer) to repurchase:

• its €1 billion Undated 6 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 15 April 2025 and admitted to trading on Euronext Paris (ISIN FR0013413887) (of which €1 billion is currently outstanding) (the NC 2025 Existing Notes); and

• its €1.25 billion Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 1st October 2026 and admitted to trading on Euronext Paris (ISIN XS1115498260) (of which €1.25 billion is currently outstanding) (the NC 2026 Existing Notes and, together with the NC 2025 Existing Notes, the Existing Notes)., up to a maximum acceptance amount which is expected to be equal to the amount of the New Notes and, with respect to each series of Existing Notes, up to a specific maximum acceptance amount, to be announced by the Company following the pricing of the New Notes.

The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's hybrid portfolio. The Tender Offer also provides qualifying holders with the opportunity to sell their Existing Notes ahead of their respective upcoming first reset date and to apply for priority in the allocation of the New Notes."

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Orange announces the results of its tender offer on outstanding NC2024 hybrid notes

14 APRIL 2023

Full announcement including disclosures and disclaimers, available via Orange

"Orange announces today the results of the tender offer launched on 5 April 2023 (the “Tender Offer”) in relation to its €1,000,000,000 Undated 10 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first call date on 7 February 2024 (ISIN XS1028599287) (the “Notes”). The aggregate principal amount of Notes validly tendered and accepted for purchase is €801,657,000. The aggregate nominal amount of Notes outstanding after settlement date, which is expected to be 18 April 2023, will be €198,343,000."

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Orange intends to issue a new series of Euro-denominated hybrid notes and to launch a tender offer on its outstanding hybrid notes

05 APRIL 2023

Full announcement including disclosures and disclaimers, available via globenewswire

Summary

- Orange S.A. intends to issue a new series of Euro-denominated hybrid notes.

- The company is also launching a tender offer to repurchase its €1 billion Undated 10 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes.

- The purpose of the Tender Offer and the planned issuance of New Notes is to proactively manage the Company’s hybrid portfolio.

- The Tender Offer provides qualifying holders with the opportunity to sell their Existing Notes ahead of the upcoming first call date and to apply for priority in the allocation of the New Notes.

- The aggregate size of the Company’s stock of hybrid notes is expected to remain unchanged.

- The Tender Offer will expire at 5:00 pm, Paris time, on 13 April 2023 and the results will be announced on 14 April 2023.